Common use of Company Property; Assignment Clause in Contracts

Company Property; Assignment. Except for items excluded pursuant to Section 3.3, Party acknowledges and agrees that all Inventions which are discovered, conceived, developed, made, produced or prepared by Party (alone or in conjunction with others) during the duration of Party’s employment with Company shall be the sole properly of Company. Said property rights of Company include without limitation all domestic and foreign patent rights, rights of registration or other protection under the patent and copyright laws, and all other rights pertaining to the Inventions. Party further agrees that all services, products and Inventions that directly or indirectly result from engagement with Company shall be deemed “works for hire” as that term is defined in Title 17 of the United States Codes and accordingly all rights associated therewith shall vest in the Company. Notwithstanding the foregoing, Party hereby assigns to Company all of Party’s right, title and interest in any such services, products and Inventions, in the event any such services, products and Inventions shall be determined not to constitute “works for hire.” To the extent any of the rights, title and interest to such services, products and Inventions cannot be assigned to Company, Party hereby grants to Company an exclusive, royalty-free, fully paid-up, transferable, irrevocable, worldwide license (with the right authorize and grant sublicenses through multiple tiers of sublicensees) to practice all applicable patent, copyright, trade secret or other proprietary or intellectual property rights relating to any such services, products or Inventions.